8-K 1 a05-22466_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of Earliest

Event Reported): December 21, 2005

 

WJ COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

 

Commission file number 000-31337

 

DELAWARE

 

94-1402710

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

401 River Oaks Parkway, San Jose, California

 

95134

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(408) 577-6200

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 1.01                                             Entry into a Material Definitive Agreement.

 

On December 21, 2005, WJ Communications, Inc. (the “Company”) entered into an employment agreement with Mark S. Knoch for the position of Vice President, Operations of the Company (the “Employment Agreement”) for which he was appointed on August 1, 2005.  The effective date of the Employment Agreement is August 8, 2005.

 

Under the Employment Agreement, Mr. Knoch is entitled to receive an annual base salary of $200,000, a sign-on bonus of $20,000 and will be eligible to participate in the Company’s discretionary cash bonus plan, up to a maximum of 60% of base salary, based on appropriate quarterly business and financial targets and individual objectives with a guaranteed $20,000 bonus for the year ending 2005.  Mr. Knoch will receive a stock option grant of 450,000 shares of WJ Communications common stock which will vest over four years.  Mr. Knoch will also receive a performance vested restricted stock grant of 75,000 shares of WJ Communications common stock which shall vest conditioned on the satisfaction of certain performance targets and objectives.

 

Pursuant to the Employment Agreement, if the Company terminates Mr. Knoch’s employment other than for cause or disability or if Mr. Knoch terminates his employment with the Company for good reason, and Mr. Knoch’s employment is not terminated automatically as a result of his death, the Company will pay him an amount equal to one hundred percent of his annual base salary.  Not withstanding the preceding sentence, the Company shall pay Mr. Knoch an amount equal to one hundred fifty percent of his annual base salary solely in a circumstance in which there has occurred a change in control (as such term is defined in his option agreement) within three months prior to any termination for good reason or by the Company other than for cause.

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

WJ COMMUNICATIONS, INC.

 

 

 

By:

/s/ DAVID R. PULVINO

 

 

 

David R. Pulvino

 

 

 

Chief Accounting Officer

 

 

 

(principal accounting officer)

 

 

 

Dated:  December 28, 2005

 

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